Advertising Terms & Conditions

The following terms and conditions will apply to the acceptance of all advertisements for publication on the XShare network of sites, currently listed at www.XShare.com or such additional or alternative websites (including for the avoidance of doubt any websites which are co-branded with a third party) (the "Site"), which shall include advertising contained in emails sent by XShare to registered members. The placing of an order for the insertion of an advertisement shall be construed as an acceptance of these terms and conditions.

Requirements

XShares's technical requirements for advertisements are as specified below. Where advertising is not in keeping with XShares's technical requirements, XShare reserves the right to either reject such advertisement, or to require the copy to be amended by the Client to meet its approval.

For all advertisments running on the XShare network please note the following requirements:

All creatives are subject to approval

No audio is permitted within ads

Movement in ads to time out after approx 8 seconds

Any Pop Under/Over advertising will need to be restricted to no more than one activation per computer in any 24 hour period

Size of the creative should not disrupt the users access to the sites content

All ads or ad parts to open into a new browser window

Compatibility with the way XShare's pages are built

Creative should be compatible in both IE and Netscape. If just IE, this must be stated

'Close button' to be immediately present on every piece of Rich Media

If the creative is flash or swf an XShare specific click command may need to be embedded into the file. A gif backup version is also required.

Impressions

If the Insertion Order specifies guaranteed Impressions to be met by XShare and such Impressions are not met, the outstanding balance shall be carried over to the following week or month as appropriate. If, at the end of the term of the Agreement, the full Impressions guarantee has not been met, XShare reserves the right to extend the term at no additional charge to the Client until such time as all outstanding Impressions have been fulfilled. The foregoing constitutes the sole right and remedy of the Client and XShare's entire liability in respect of failure to provide guaranteed Impressions.

Licence

The Client hereby grants a world-wide non-exclusive fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Insertion Order and these Advertising Terms and Conditions. Except as otherwise expressly provided in the Insertion Order, XShare will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Client. The Client acknowledges that the Intellectual Property Rights in all content, software and other materials existing on the Site (other than the advertisement content) are owned by XShare or its licensors and nothing in these Advertising Terms and Conditions grants the Client any rights or interest in such Rights.

Advertisers Representations

The Client warrants and represents to XShare that it has all the licences, authorities, approvals or certificates necessary to provide the products and advertisement content and warrants that the advertisement content:

will not infringe or violate any copyright, trademark or any other third party right;

will not defame any person;

will not violate, or contain any product which violates, any applicable law or regulation; and

will not result in any form of product liability claim against either party.

The Client will manage all products, in a timely and professional manner. The Client will ensure that the client site is current, accurate and well-organized at all times.

The advertisement content shall only promote goods or services of the description stipulated in the Insertion Order. XShare shall not have any obligations with respect to the products or other advertisement content available on or through the client site including, but not limited to, any duty to review or monitor any such products or advertisement content. Upon XShare's request, the Client agrees to include within the client site a product disclaimer (the form and content of which to be as reasonably specified by XShare) indicating that transactions are solely between the Client and the Users who purchase products from the Client.

The advertisement content shall not: (i) disparage XShare or any of its affiliates; or (ii) include any material which promotes, markets or advertises (including, without limitation, by means of links or banner promotions linking to web sites) any service which includes the provision of sports related content over interactive media. In no event shall any advertisement content state or imply that: (i) the advertisement was placed by XShare or any affiliate; or (ii) that XShare or any affiliate endorses any of the Client's products. To the extent XShare notifies the Client of reasonable complaints or concerns regarding the advertisement content, any product or any other content or materials linked thereto or associated therewith ('Objectionable Content'), the Client will, to the extent such Objectionable Content is within the Client's control, use commercially reasonable efforts to respond in good faith to such complaints or concerns.

Delays and Cancellation

XShare reserves the right at any time to reject, cancel or remove an advertisement without cause on giving 7 days prior notice to the Client, in which case XShare will refund to the Client a pro-rated portion of the fee attributable to the display of such advertisement based on the number of Impressions received and which will no longer be received. XShare shall also be entitled to delay commencement or cancel inclusion of the advertisement (or the applicable part of the advertisement) within the Site where any materials are not provided in a timely manner and in particular by any dates for delivery specified in the Insertion Order, provided that XShare shall only cancel the advertisement (or the applicable part of the advertisement) where it is no longer reasonable to include the advertisement over the Site. In such circumstances, the Client shall not be entitled to any refund or reduction in the amounts due under the Agreement which shall remain payable in full.

Usage Statistics

The Client acknowledges that XShare has not made any guarantees with respect to usage statistics or levels of impressions for any advertisement. XShare provides the Client with estimated usage statistics only as a courtesy to the Client, and XShare shall use its reasonable endeavours to ensure, but makes no guarantees regarding, the accuracy, reliability or completeness of any usage information provided to the Client. The Client may not distribute or disclose usage information in any form to any third party without XShare's prior written consent.

XShare will be entitled to discontinue links to the advertisement content immediately at any time where such advertisement content is likely, in XShare's good faith judgment, to adversely affect any operations of the Sites or potentially incur any liability for XShare or its affiliates or is otherwise in contravention of any provision of these Advertising Terms and Conditions.

Renewal

Any renewal of advertisements and acceptance of any additional advertising will be at XShare's sole discretion. The rates applicable to such renewal period (if any) are subject to change by XShare from time to time in its absolute discretion.

All advertisements will need to be renewed 7 days prior to the renewal date otherwise the advertisement spot will be deemed up for sale to any buyer.

Limitation of Liability; Disclaimer Indemnification

Neither party shall be liable to the other for indirect, incidental, consequential, special, and exemplary or punitive damages (even if such party has been advised of the possibility of such damages), suffered or incurred as a result of or in connection with these Terms and Conditions. XShare shall not, in any event, be liable to the Client under or in connection with these Terms and Conditions for more than the amount paid by the Client under these Terms and Conditions.

XShare makes no, and hereby specifically disclaims all, representations or warranties regarding the Site or any part thereof and, without limiting the foregoing, XShare specifically disclaims any warranty regarding:

the number of persons who will access or 'click-through' the advertisement unless expressly stated in the Insertion Order;

any benefit the Client might obtain from including the advertisement within the Site; and

the functionality, performance or operation of the Site with respect to the advertisement.

The Client hereby agrees to indemnify, defend and hold harmless XShare and its affiliates from and against all losses, damages, costs and expenses suffered or incurred: (a) arising out of any breach of this Section 10 of these Terms and Conditions; (b) arising out of any other material breach by the Client of any obligation, representation or warranty set out in these Terms and Conditions; or (c) relating to any contaminated file or virus originating from the advertisement or the advertisement content ((a), (b) and (c) together referred to as 'Claim').

XShare will notify the Client of any Claim and will give the Client the opportunity to assume conduct of the defence or settlement of such Claim. Nothing in this Section 10 shall exclude or limit any party's liability in respect of death or personal injury arising from that party's negligence.

The Client acknowledges that these Terms and Conditions have been drawn up by XShare for the benefit of itself and its affiliates. Subject to the limitations of the Client's liability contained in these Terms and Conditions, the Client shall indemnify XShare in respect of an amount equal to any losses, costs, liabilities or expenses incurred by any affiliate as a result of a breach of these Terms and Conditions by the Supplier or which is expressed as being recoverable under an indemnity in these Terms and Conditions provided that the loss, cost, liability or expense would have been recoverable by the affiliate if it had been a party to these Terms and Conditions assuming that all obligations and rights owed to XShare are owed to the affiliate and provided further that in no circumstances shall the Client be liable to both XShare and an affiliate for the same loss, cost, liability or expense.

Confidentiality

The provisions of the Insertion Order and all communications passing between the Client and XShare are confidential and must not be disclosed to any third party except: (a) by the Client to its qualified accountants or legal advisers, (b) by XShare to its qualified accountants or legal advisers, or (c) as otherwise agreed by the parties in writing or as otherwise required by law.

If the parties have executed a non-disclosure agreement prior to the date of these Terms and Conditions ('Non-Disclosure Agreement'), then: (a) the Non-Disclosure Agreement is hereby incorporated into these Terms and Conditions by reference whether or not it is attached to the Insertion Order, and (b) each party must comply with its obligations in the Non-Disclosure Agreement. The Client must not, and must ensure that any person acting on its behalf does not, make any public announcement in respect of the Insertion Order or the relationship between the parties without prior written consent of XShare including without limitation any pre-announcement in respect of the display of advertising on any XShare property. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Client and any communication which the Client knows will or is likely to be made public.

Termination

In addition to its rights at law, either party may terminate these Terms and Conditions at any time on written notice to the other party in the event of: (i) material breach of these Terms and Conditions by the other party, which, in the case of a breach capable of remedy, remains unremedied within 14 days of written notice of the breach; or (ii) the other party passes a resolution, or a court of competent jurisdiction makes an order, that such party be wound up; a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other party; the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or any similar event occurs in any other jurisdiction in respect of the other party.

Unless a specified term is stipulated in the Insertion Order, either party may terminate these Terms and Conditions by 30 days prior notice to the other.

Sections 10 and 12 shall survive the termination of these Terms and Conditions. Any termination of these Terms and Conditions shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of such termination by the other party provided that XShare shall have no liability for loss of any data or content arising out of or in connection with the termination of these Terms and Conditions. In the event of termination by XShare under this Section 12, or by the Client under this Section 12, XShare reserves the right to invoice the Client, by way of a surcharge in respect of the impressions received prior to termination, for the difference between the advertised Rate Card CPM current at the time of booking and the CPM charged to the Client.

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